TIDM88E
RNS Number : 8953U
88 Energy Limited
28 November 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, AUSTRALIA, NEW ZEALAND, HONG KONG, SINGAPORE OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF 88 ENERGY LIMITED IN THE UNITED STATES, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND, HONG KONG,
SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION NO.
596/2014 ("MAR"), WHICH IS PART OF ENGLISH LAW BY VIRTUE OF
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
88 Energy Limited
Proposed placing to raise A$ 9.9 million (GBP5.3 million)
88 Energy Limited ("88 Energy" or the "Company") (ASX, AIM: 88E)
today announces that it proposes to raise approximately A$ 9.9
million (GBP 5.3 million) (before expenses), within the Company's
existing placement capacity, pursuant to a placing (the "Placing")
of new ordinary shares of no par value in the Company (the "Placing
Shares") at a price per Placing Share of A$ 0.0045 (equivalent to
GBP 0.0023 ) (the "Placing Price") per share. In the case of
Placing Shares issued in the Australian Placing (as defined below),
investors will be granted options (Options) (exercisable at A$
0.0075 per new Ordinary Share) on or before 15 December 2026) and,
in the case of Placing Shares issued in the UK Placing (as defined
below), investors will be granted warrants (Warrants) (exercisable
at GBP 0.0039 per new Ordinary Share) on or before 15 December
2026.
The Placing Price is equivalent to a discount of 18.20 % to the
closing price of the Company's shares on the Australian Securities
Exchange ("ASX ") on 27 November 2023, being the latest practicable
date prior to this announcement, and a discount of 23.6 % to the
volume weighted average price on the ASX for the ten days to 27
November 2023. The Company also announces that its shares have been
placed in a trading halt on the ASX pending the release of an
announcement in relation to the completion of the Placing.
The Warrants will be granted to subscribers for Placing Shares
in the UK Placing (as defined below) on the basis of one Warrant
for every three Placing Shares subscribed for (with any fractional
entitlements being rounded down to the nearest whole number of
Warrants). Each Warrant will entitle the holder to subscribe for
one Ordinary Shares at GBP0.0039 per Ordinary Share at any time
before 15 December 2026
The Warrants will be unlisted but are transferable independently
of the Placing Shares. Further terms and conditions of the Warrants
are summarised below (see 'Principal Terms of the Warrants').
Investors should note that participants in the Australian Placing
(as defined below) will be granted Options over Ordinary Shares on
the same basis of one option for every three Placing Shares
subscribed for. The Options will be on materially the same terms as
the Warrants, save that they will have an exercise price in
Australian Dollars which will be equivalent to the exercise price
of the Warrants, and that the Company intends to apply for
admission of the Options to trading on the ASX.
The Placing is being conducted through a bookbuilding process
(the "Bookbuild"), which is being managed by Cavendish Capital
Markets Limited ("Cavendish") in the UK (the "UK Placing") and
EurozHartleys Ltd ("EurozHartleys") and Inyati Capital Pty Ltd
(Inyati) in Australia (the "Australian Placing").
The Bookbuild will open with immediate effect following release
of this announcement. The number of Placing Shares to be issued in
the UK (the "UK Placing Shares") and the associated Warrants, and
in Australia (the "Australian Placing Shares") and the associated
Options, will be agreed by Cavendish, EurozHartleys and Inyati and
the Company at the close of the Bookbuild. The timing of the
closing of the Bookbuild, the amount to be raised and allocations
are at the discretion of Cavendish, EurozHartleys, Inyati and the
Company. Details of the number of Placing Shares, Warrants and
Options to be issued will be announced as soon as practicable after
the close of the Bookbuild. The Company intends to rely on the
Company's placement capacity pursuant to ASX Listing Rules 7.1 and
7.1A to issue up to a maximum of 2,933,333,333 new ordinary shares
(and/or securities convertible into Ordinary Shares, such as the
Options and Warrants) (equivalent to maximum gross proceeds of
approximately A$ 9.9 million (GBP 5.3 million ), such that
shareholder approval will not be required for the Placing.
Principal Terms of the Warrants
The Warrants have been constituted pursuant to a deed poll
executed by the Company on 27 November 2023 (the "Warrant
Instrument"). Under the terms of the Placing, Grant of the Warrants
will be conditional inter alia upon Admission of the Placing
Shares. The principal terms and conditions of the Warrants are as
follows:
1. each Warrant will entitle the holder to subscribe for one
Ordinary Shares at a price of GBP0.0039 per Ordinary Share at any
time before 15 December 2026. To the extent not exercised before
such date, the Warrants will lapse;
2. the Warrants will be unlisted and will not be admitted to
trading on any exchange or secondary market, but will be freely
transferable, subject to any restrictions under the ASX Listing
Rules or the AIM Rules for Companies. Accordingly, a Warrantholder
will not be able to sell them other than in private off-market
transactions. Such a transfer may be effected by the Warrantholder
executing a transfer form, which can be obtained from the Company,
and delivering it to the Company together with the holding
statement in respect of the Warrants being transferred. The
Registrars of the Company shall maintain a register of
Warrantholders;
3. the Warrants may only be held in certificated form and may
not be held electronically in CREST. Upon exercise of the Warrants,
the resulting Ordinary Shares will be issued to the person
exercising the Warrant in certificated form. If the holder of such
Ordinary Shares wishes to hold them electronically in CREST they
will need to apply to the Company's Registrar for their holding of
such Ordinary Shares to be dematerialised;
4. each Warrantholder will be entitled to a holding statement
evidencing their holding of such Warrants;
5. Warrants may be exercised, in minimum tranches of 1,000,000
Warrants (or, if less, all remaining Warrants held by the relevant
Warrantholder) by the Warrantholder submitting an exercise notice
to the Company together with a remittance for the aggregate
exercise price. Thereafter, the relevant Ordinary Shares will be
allotted, and a certificate in respect of such Ordinary Shares
shall be sent to the relevant Warrantholder, within 15 Business
Days. Such Ordinary Shares shall be credited as fully paid and will
rank pari passu in all respects with the Ordinary Shares then in
issue, save that they will not rank for any dividends or other
distributions declared in respect of a record date falling on or
before the date that such Ordinary Shares were allotted.
Application will be made for such Ordinary Shares to be admitted to
trading on AIM, the ASX, and/or any other stock exchange upon which
the Company's Ordinary Shares are admitted to trading;
6. the number of Warrants held by each holder, and the exercise
price of such Warrants, will be varied in such manner as the
auditors of the Company may determine, subject to compliance with
the Corporations Act 2001 (Cth) (Corporations Act), the ASX Listing
Rules and the AIM Rules, in the event of a sub-division or
consolidation of the Ordinary Shares or reduction of share capital
of the Company. Warrantholders will be notified of any such
changes;
7. a Warrant does not entitle the holder to participate in the
surplus profits or assets of the Company upon a winding up of the
Company but in the event of a winding up of the Company, the
Company shall give notice to each Warrantholder who shall be
entitled to exercise their Warrants to the extent that such
Warrants have not lapsed or been exercised prior to the record date
of such offer in order that they may then participate (as a
shareholder) in the surplus profits or assets of the Company;
8. if at any time an offer or invitation is made by the Company
to the holders of the Ordinary Shares for the purchase by the
Company of any of its Ordinary Shares, the Company shall
simultaneously give notice thereof to each Warrantholder who shall
be entitled, at any time whilst such offer or invitation is open
for acceptance, to exercise its rights to subscribe for Ordinary
Shares under the Warrants so as to take effect, in so far as is
reasonably practicable, as if it had exercised its rights
immediately prior to the record date of such offer or
invitation;
9. in the event of a proposed takeover of the Company, the
Company shall give notice to each Warrantholder who shall be
entitled to exercise their Warrants to the extent that such
Warrants have not lapsed or been exercised prior to the record date
of such offer, the Company shall use reasonable endeavours to
procure that a similar offer is made to Warrantholders as if all
outstanding Warrants had been exercised immediately before the
record date for that offer, and to the extent that any Warrants
have not been exercised within one month after such offer shall
have become or been declared unconditional in all respects they
shall lapse;
10. save in the case of a modification of a purely formal, minor
or technical nature, the terms and conditions of the Warrants may
only be modified with the prior sanction of a Special Resolution of
Warrantholders, being a resolution passed at a meeting of the
Warrantholders duly convened and held and carried by a majority
consisting of not less than 75 per cent of the votes cast upon a
show of hands or, if a poll is duly demanded, by a majority
consisting of not less than 75 per cent of the votes cast on a
poll; and
11. the Warrant Instrument is governed by the law of Western
Australia.
A copy of the Warrant Instrument, which sets out the full terms
and conditions of the Warrants, will be made available to each
subscriber for Warrants in the Placing.
Current trading and activity
The Company released its financial results for the half-year
ending 30 June 2023 ("H1 2023"), including the events occurring
after the period end, on 8 September 2023, and recently the Company
released its third quarter report on 31 October 2023, and as at 30
September 2023 had cash resources of A$10.2 million.
Project Phoenix
Project Phoenix is focused on oil-bearing conventional
reservoirs identified during the drilling and logging of Icewine-1
and adjacent offset drilling and testing. Encompassing 82,846 gross
acres, Project Phoenix is strategically located on the Dalton
Highway with the Trans-Alaskan Pipeline System running through the
acreage.
Hickory -1 Exploration Well
The Hickory-1 well spudded on 9 March 2023 and drilled to Total
Depth of 10,650 feet with successful wireline and coring program
completed. All pre-drill primary (SMD-A, B, C) and secondary (SFS,
BFF) reservoir targets were intersected with a new Upper SFS
reservoir also identified which had not previously been intersected
by nearby wells.
Hickory-1 was cased and suspended in April 2023 ahead of the
upcoming flow test program in the 2023/2024 Alaska winter season.
Multiple zones are scheduled to be tested, all expected to flow
based on reservoir characteristics. The flow test and well
stimulation program is being developed in consultation with flow
test design experts, who are utilising available regional
information in combination with a detailed evaluation of the
drilling and wireline logging data from Hickory-1. The Company has
worked with technical consultants to determine the optimal design
to be used to stimulate the reservoir in conjunction with the
overall flow test program to ensure the best possible outcomes.
On 6 November 2023, the Company reported a maiden, independently
certified Contingent Resource estimate of 136 MMbbl of hydrocarbon
liquids (gross best estimate (2C)) and 628 BCF of gas, for the BFF
reservoir in Project Phoenix (75% net working interest). The
certification of a Contingent Resource for the BFF reservoir allows
the Company to focus the Hickory-1 flow testing on the shallower
reservoirs (SMD-B and SFS), with any further testing of the BFF
reservoir optional and contingent on JV funding and approvals.
Project Icewine West
Icewine West contains the Charlie-1 discovery well drilled in
2020 where hydrocarbons were successfully recovered from the Torok
formation during wireline operations.
Mapping activity at Icewine West identified a series of SMD
prospects, the majority of which have not yet been drilled. Given
the recent success of the SMD at Hickory-1, 88E intends to assess
these prospects and add them to the already extensive prospective
resource portfolio at Icewine West; this includes the interpreted
extension of the Kodiak contingent resources recently certified by
Pantheon on their acreage onto the Icewine West acreage. The Basin
Floor Fan, mapped across Pantheon's Kodiak field, as well as 88
Energy's Phoenix and Icewine West Projects, is the same play type
as (although slightly younger than) 88 Energy's Lima Complex.
Contingent on a successful flow test at Hickory-1, 88 Energy
anticipates a follow-up appraisal well at Icewine West in future
years.
Project Leonis
Project Leonis is superbly located adjacent to TAPS and the
Dalton Highway, enhancing the future potential for
commercialisation. The acreage is covered by an existing data suite
including Storms 3D seismic data and the Hemi Springs Unit #3
(HS-3) exploration well drilled by ARCO in 1985, which logged 200
feet of bypassed net pay in the now-producing USB reservoir, with
good porosity and oil shows including oil over shakers at multiple
depths.
The maiden prospective resource determination for Project Leonis
is underway and expected to be completed in Q1 2024.
88 Energy is targeting a farm-out on Project Leonis during
CY2024 and if successful, 88E could drill a new exploration well on
this acreage in the 2025/2026 Alaska winter operational season.
Project Peregrine
During the quarter ended 30 September 2023, 88 Energy released
an independent prospective resource update for Project Peregrine,
with two new prospects identified in the prolific Nanushuk
Formation. The assessment indicated that with a short sidetrack of
the proposed Harrier-1 well, 88E can assess up to three independent
prospects from a single ice pad. This significantly reduces the
costs of exploration.
The Company remains positive on the prospectivity of the
Peregrine acreage and continues to target the potential re-entry of
the Harrier-1 well at a point in the future .
Project Longhorn
On 1 July 2023, 88E via its 75% ownership interest in subsidiary
Bighorn Energy LLC (Bighorn), acquired an additional interest in
new leases from Oxy USA WTP LP for US$1.5M (US$1.1M net to 88E).
The new assets are located 4 miles from the existing Longhorn
assets and 88E acquired a non-operated 45% net working interest
(WI) and 399 net acres with net 2P reserves of 1.1MMBOE1. The
acquisition provides multiple development opportunities and a small
base production.
The newly added production wells have been in operation for
several years, with average net to Bighorn production from the new
leases of 12 BOE per day gross (88E net 10 BOE per day), of which
75% is oil.
The combined Project Longhorn portfolio now consists of 14
leases (5 new) with 40 producing wells over 1,363 acres net to 88E,
in the Texas Permian Basin. Lonestar I, LLC (Lonestar) which has a
25% ownership interest in Bighorn, also acquired additional working
interest in the new assets, and through an affiliate is Operator
for the entire Portfolio.
As part of the acquisition, 88 Energy agreed to a new well work
development program, consisting of 2 new wells scheduled to
commence in Q4 2023 / Q1 2024 (on leases in which 88E has a 75% WI)
and, if successful, potentially subsequent new wells over the next
3-5 years depending on JV approval and funding. The new wells are
expected to deliver initial production rates of 160-200 BOE per day
gross (75% oil).
The acquisition represents a further expansion of 88 Energy's
move into producing oil and gas assets and is in line with the
Company's strategy to build a successful exploration and production
company. This further step has again been undertaken in a measured
fashion via the purchase of a non-operated working interest whilst
retaining a single basin focus. Project Longhorn contains well
understood geology with low technical risk and provides near-term
upside via low-cost field development opportunities.
Third quarter production averaged 335 BOE per day gross (70%
oil) largely due to gas-buyer plant shutdown but remained ahead of
the budget for the quarter of 323 BOE per day gross. The two
workovers on wells that were producing 1-2 BOE per day gross, were
completed safely and on time during the quarter. Both workovers did
not meet initial expectations and will be monitored and reviewed to
better understand the root cause and path forward, including one
well that is undergoing low-cost remedial work. 2024 activities
will focus on several development opportunities at the newly
acquired acreage while monitoring and optimising production on the
existing acreage.
The JV continues to assess further nearby acreage acquisition
opportunities, and the Operator has recently secured a line of
credit to assist in cash flow management associated with CAPEX
initiatives.
New Ventures
On 13 November 2023, the Company announced the execution of a
three stage farm-in agreement ("Farm-In Agreement") with a
wholly-owned subsidiary of Monitor Exploration Limited ("Monitor")
to earn up to a 45% non-operated working interest in onshore
Petroleum Exploration Licence 93 ("PEL 93"), located in the Owambo
Basin, Republic of Namibia ("Namibia").
PEL 93 covers a vast 18,500 km(2) acreage position in the north
of Namibia, comprising blocks 1717 and 1817 within the Owambo
Basin. The region has been identified as one of the last remaining
under-explored onshore frontier basins and one of the world's
highly prospective new exploration zones.
Recent drilling results on nearby acreage has highlighted the
potential of a new and underexplored conventional oil and gas play
in the Damara Fold belt, referred to as the Damara Play.
Historical assessment utilised a combination of techniques and
interpretation of legacy data to identify the Owambo Basin, and
specifically blocks 1717 and 1817, as having significant
exploration potential.
88 Energy has been impressed with the systematic exploration
approach undertaken by Monitor since award of PEL 93 in 2018 and is
extremely encouraged by the correlation and validation of results
to date, which has highlighted the enormous potential of the
acreage.
PEL 93 has entered the first renewal period which requires a
firm commitment to (i) complete a 200+ line-kilometre 2D seismic
program (minimum spend of US$2 million), and (ii) to drill a
contingent exploration well within a two-year period commencing
October 2023.
Rationale for the Placing and Use of Proceeds
The net proceeds of the Placing, together with the Company's
existing cash reserves, will strengthen the Company's balance sheet
and will provide the Company with sufficient capital to fund flow
testing of multiple zones in the Hickory-1 well at Project Phoenix,
payment for initial farm-in exploration activities at the Company's
recently acquired Owambo Basin acreage in Namibia (including 2D
seismic acquisition), and also additional working capital.
Following completion of the proposed Placing, the Company will have
sufficient cash to fund its ongoing working capital requirements
and general and administrative overheads for at least 12
months.
The Placing enables 88 Energy to undertake the Hickory-1 flow
test despite its Project Phoenix JV partner, Burgundy Xploration,
LLC (Burgundy), potential failure to meet ongoing obligations and
not curing its payment defaults with the requisite deadline of 30
November 2023 (refer 88 Energy ASX release dated 31 October 2023).
88 Energy has made the decision to complete the Placing to secure
funding arrangements for the flow test in the absence of certainty
of Burgundy's ability to finance its share of the Hickory-1
activities.
Hickory-1 flow test planning and permitting remains on track for
program operations during Q1 2024. Following declaration of a
maiden Contingent Resource estimate for the BFF reservoir (refer 88
Energy ASX release dated 6 November 2023), the program is set to
focus on flow testing of the shallower reservoirs, being the SMD-B
and SFS.
Details of the Placing
The Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this announcement, such
announcement and the Appendix together, the "Announcement").
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that admission to trading on AIM ("Admission") will become
effective and that dealings in the Placing Shares will commence on
AIM at 8.00 a.m. on 8 December 2023. No application will be made
for the Warrants associated with the Placing Shares to be admitted
to trading on AIM.
The Placing Shares will be issued and credited as fully paid and
will rank in full for all dividends and other distributions
declared, made or paid after the admission of those Ordinary Shares
and will otherwise rank on Admission pari passu in all respects
with each other and with the existing ordinary shares in the
Company.
The Placing is conditional upon, inter alia, Admission taking
place by no later than 8.00 a.m. on 8 December 2023 (or such later
date as Cavendish may agree in writing with the Company, being not
later than 8.00 a.m. on 22 December 2023) and the Placing Agreement
entered into between the Company and Cavendish not being terminated
prior to Admission. If any of the conditions of the Placing
Agreement are not satisfied, neither the Placing Shares nor the
associated Warrants and Options will be issued and Admission will
not take place.
The Company, in conjunction with Cavendish, EurozHartleys and
Inyati, reserves the right to accept over-subscriptions for Placing
Shares and to determine the maximum number of Placing Shares that
will be issued in the Placing. However, the Company intends to rely
on the Company's placement capacity pursuant to ASX Listing Rules
7.1 and 7.1A to issue up to a maximum of 2,933,333,333 new Ordinary
Shares (and/or securities convertible into Ordinary Shares, such as
the Options and Warrants) (equivalent to maximum gross proceeds of
approximately A$ 9.9 million (GBP 5.3 million )), such that
shareholder approval will not be required for the Placing.
Neither the Placing Shares nor the associated Warrants and
Options have been made available to the public and have not been
offered or sold in any jurisdiction where it would be unlawful to
do so.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the "Important Notices" section of this
Announcement, to the detailed terms and conditions of the Placing
and further information relating to the Bookbuild described in the
Appendix to this Announcement (which forms part of this
Announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares and the
associated Warrants, investors will be deemed to have read and
understood this Announcement in its entirety (including the
Appendix), and to be making such offer on the terms and subject to
the conditions of the Placing contained herein, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix.
In this Announcement, references to "pounds sterling", "GBP",
"pence" and "p" are to the lawful currency of the United Kingdom
and references to "Australian dollars", "A$" and "A cents" are to
the lawful currency of Australia. Unless otherwise stated, the
basis of translation of pounds sterling into Australian dollars is
GBP1.00/A$ 1.9175 .
For further information please contact:
88 Energy Ltd
Ashley Gilbert, Managing Director
Tel: +61 (0)8 9485 0990
Email: investor-relations@88energy.com
Fivemark Partners, Investor and Media Relations
Michael Vaughan Tel: +61 (0)422 602 720
EurozHartleys Ltd
Dale Bryan Tel: +61 (0)8 9268 2829
Cavendish Capital Markets Limited
Derrick Lee Tel: +44 (0)131 220 6939 / +44
(0)20 7397 8900
Pearl Kellie
Pursuant to the requirements of the ASX Listing Rules Chapter 5
and the AIM Rules for Companies, the technical information and
resource reporting contained in this announcement was prepared by,
or under the supervision of, Dr Stephen Staley, who is a
Non-Executive Director of the Company. Dr Staley has more than 37
years' experience in the petroleum industry, is a Fellow of the
Geological Society of London, and a qualified
Geologist/Geophysicist who has sufficient experience that is
relevant to the style and nature of the oil prospects under
consideration and to the activities discussed in this document. Dr
Staley has reviewed the information and supporting documentation
referred to in this announcement and considers the prospective
resource estimates to be fairly represented and consents to its
release in the form and context in which it appears. His academic
qualifications and industry memberships appear on the Company's
website and both comply with the criteria for "Competence" under
clause 3.1 of the Valmin Code 2015. Terminology and standards
adopted by the Society of Petroleum Engineers "Petroleum Resources
Management System" have been applied in producing this
document.
Cautionary Statement
The estimated quantities of petroleum that may be potentially
recovered by the application of a future development project relate
to undiscovered accumulations. These estimates have both an
associated risk of discovery and a risk of development. Further
exploration, appraisal and evaluation are required to determine the
existence of a significant quantity of potentially movable
hydrocarbons.
Important Notices
Forward-looking statements
This announcement may include certain "forward-looking
statements" and "forward-looking information" under applicable
securities laws. Except for statements of historical fact, certain
information contained herein constitutes forward-looking
statements. Forward-looking statements are frequently characterised
by words such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", and other similar words, or statements
that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made, and are based on
a number of assumptions and subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking statements. Assumptions upon which such
forward-looking statements are based include that all required
third party regulatory and governmental approvals will be obtained.
Many of these assumptions are based on factors and events that are
not within the control of the Company and there is no assurance
they will prove to be correct. Factors that could cause actual
results to vary materially from results anticipated by such
forward-looking statements include changes in market conditions and
other risk factors discussed or referred to in this announcement
and other documents filed with the applicable securities regulatory
authorities. Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
The Company undertakes no obligation to update forward-looking
statements if circumstances or management's estimates or opinions
should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking
statements.
As referenced above, the Company notes that it is continually
assessing new venture opportunities across the asset life cycle to
expand its portfolio of assets and opportunities. Such potential
opportunities are not announced until such time as the Company has
agreed the material commercial and legal terms with the relevant
counterparty or counterparties, and customary due diligence is
completed. Until the material commercial and legal terms have been
agreed and due diligence completed, there can be no guarantee that
such discussions, whether or not they have been disclosed, will
lead to the announcement or completion of a binding agreement.
Cavendish is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Bookbuilding process and the Placing will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Bookbuilding Process or the Placing or any other
matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Cavendish or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading or listed on any stock exchange other than
on the AIM market operated by the London Stock Exchange and the
ASX. The Warrants associated with the Placing Shares in the UK
Placing will not be admitted to trading or listed on any stock
exchange, but it is intended that the Options associated with the
Placing Shares in the Australian Placing will be listed on the ASX,
but will not be admitted to trading or listed on any other stock
exchange including (but not limited to) the AIM market operated by
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
THE APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES OR ASSOCIATED
WARRANTS IS BEING OR WILL BE MADE. THIS ANNOUNCEMENT (WHICH IS FOR
INFORMATION PURPOSES ONLY) AND THE TERMS AND CONDITIONS SET OUT IN
THIS ANNOUNCEMENT ("TERMS AND CONDITIONS") ARE DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA")
WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU)
2017/1129, AS AMED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT
IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "EU
PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE UK VERSION OF THE EU PROSPECTUS REGULATION (THE "UK PROSPECTUS
REGULATION") ( WHICH IS PART OF ENGLISH LAW BY VIRTUE OF EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMED) AND WHO ALSO ARE PERSONS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II)
ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (C)
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; IN EACH
CASE TO WHOM THE PLACING IS SPECIFICALLY ADDRESSED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS" AND EACH A
"RELEVANT PERSON").
THE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS
ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS APPIX MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE
AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
NEITHER THIS ANNOUNCEMENT NOR THE PLACING CONSTITUTES OR IS
INTED TO CONSTITUTE AN OFFER TO THE PUBLIC IN AUSTRALIA IN TERMS OF
THE CORPORATIONS ACT 2001 OF THE COMMONWEALTH OF AUSTRALIA (AS AMED
)
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "US SECURITIES
ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,
RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US
PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT)
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE US
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED
HEREIN IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE
"SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING
SHARES AND ASSOCIATED WARRANTS.
For the purposes of these Terms and Conditions the expression
the "Placing" shall mean the UK Placing (as defined in this
Announcement, and, for the avoidance of doubt, in these Terms and
Conditions the expression the "Placing" shall not include the
Australian Placing (as defined in this Announcement) and the
expression the "Placing Shares" shall refer only to the UK Placing
Shares (as defined in this Announcement). The Placing Shares will
be issued with one Warrant for every three Placing Shares
subscribed for by Placees. Fractional entitlements will be
disregarded for the purposes of determining the number of Warrants
to be granted to Placees.
Persons who are invited to and who choose to participate in the
Placing by making an oral or written offer to acquire Placing
Shares and associated Warrants (as defined in this Announcement),
including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares and associated Warrants is
given, (the "Placees"), will (i) be deemed to have read and
understood this Announcement, including this Appendix, in its
entirety; and (ii) be making such offer on the terms and conditions
contained in these Terms and Conditions, including being deemed to
be providing (and shall only be permitted to participate in the
Placing on the basis that they have provided) the representations,
warranties, acknowledgements and undertakings set out herein.
In particular each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
and Warrants that are allocated to it for the purposes of its
business;
(b) it is and, at the time the Placing Shares and Warrants are
acquired, will be outside the United States and is acquiring the
Placing Shares and Warrants in an "offshore transaction" in
accordance with Rule 903 or Rule 904 of Regulation S under the US
Securities Act and is acquiring beneficial interests in the Placing
Shares and Warrants for its own account; if acquiring the Placing
Shares and Warrants for the account of one or more other persons,
it has full power and authority to make the representations,
warranties, agreements and acknowledgements herein on behalf of
each such account; and
(c) if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, that any Placing
Shares and Warrants acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
which has implemented the EU Prospectus Regulation to Qualified
Investors, or in circumstances in which the prior consent of
Cavendish has been given to each such proposed offer or resale.
The Company and Cavendish will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and
agreements.
This Announcement and the information contained herein is not
for publication or distribution, directly or indirectly, to persons
in the Republic of South Africa ("South Africa"), Canada, Japan or
in any other jurisdiction in which such publication or distribution
would be unlawful (each a "Restricted Jurisdiction"). This
Announcement and the information contained in it is not for
publication or distribution, directly or indirectly, to persons in
a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
Persons into whose possession this Announcement may come are
required by the Company to inform themselves about and to observe
any restrictions of transfer in this Announcement. No public offer
of securities of the Company is being made in the United Kingdom or
elsewhere.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares or
Warrants in any jurisdiction in which such offer or solicitation is
or may be unlawful.
These materials may not be published, distributed or transmitted
by any means or media, directly or indirectly, in whole or in part,
in or into the United States. These materials do not constitute an
offer to sell, or a solicitation of an offer to buy, securities in
the United States. Securities may not be offered or sold in the
United States absent (i) registration under the U.S. Securities Act
of 1933, as amended (the "US Securities Act") or (ii) an available
exemption from registration under the US Securities Act. The
securities mentioned herein have not been, and will not be,
registered under the US Securities Act and will not be offered to
the public in the United States. The Placing Shares and Warrants
are being offered and sold outside the United States to non-US
persons (as defined in Regulation S under the US Securities Act) in
"offshore transactions" within the meaning of Regulation S.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission;
no prospectus has been lodged with or registered by the securities
regulator in South Africa or the Japanese Ministry of Finance; and
none of the Placing Shares or Warrants have been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, South Africa,
Canada or Japan. Accordingly, none of the Placing Shares or
Warrants may (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, South Africa, Canada, Japan or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of these Terms and Conditions or the Announcement of which they
form part should seek appropriate advice before taking any
action.
An indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit
forecast.
Market Abuse Regulation
Market soundings, as defined in the UK version ("UK MAR") of the
Market Abuse Regulation No. 596/2014 ("EU MAR") , which is part of
English law by virtue of the European Union (Withdrawal) Act 2018,
as amended , were taken in respect of the Placing, with the result
that certain persons became aware of inside information, as
permitted by UK MAR. That inside information is set out in this
announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of UK MAR. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of inside information relating to the
Company and its securities.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures constitute retained
EU law (as defined in section 6(7) of the European Union
(Withdrawal) Act 2018) in the United Kingdom) ("Retained MiFID
Provisions" (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares and
Warrants, have been subject to a product approval process, which
has determined that such securities are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II and the Retained MiFID Provisions; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II and the Retained MiFID Provisions (the
"Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Warrants will be
unlisted and will not be admitted to trading on any exchange or
secondary market. Therefore, a Warrantholder will not be able to
sell them other than in private off-market transactions. The value
of the Warrants may fluctuate based on the prevailing price of the
Ordinary Shares and, if the prevailing price of the Ordinary Shares
is lower than the exercise price, the Warrants may have no value.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Cavendish will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II or the Retained MiFID Provisions; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares and Warrants.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and Warrants and
determining appropriate distribution channels.
Details of the Placing Agreement, the Placing Shares and
Warrants
Cavendish is acting as agent for and on behalf of the Company in
connection with the Placing and has entered into a placing
agreement (the "Placing Agreement") with the Company under which
Cavendish has agreed to use its reasonable endeavours to procure
Placees (on a non-underwritten basis) to subscribe for the Placing
Shares at the Placing Price per Placing Share, on the terms and
subject to the conditions set out herein and be granted the
associated Warrants on the terms of the Warrant Instrument. In
consideration of Cavendish acting as agent for and on behalf of the
Company, Cavendish will be entitled to commission and may be
granted 25,000,000 unlisted options (exercisable at A$0.0075 on or
before 15 December 2026) subject to and in accordance with the
terms of the Placing Agreement. Grant of these unlisted options
will require shareholder approval, which will be sought in due
course following completion of the Placing, if such unlisted
options are to be granted.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares in the capital of the Company (the "Ordinary Shares"),
including the right to receive all dividends and other
distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all claims, liens, charges, encumbrances
and equities.
The Warrants will be granted to subscribers for Placing Shares
on the basis of one Warrant for every three Placing Shares
subscribed for (with any fractional entitlements being rounded down
to the nearest whole number of Warrants). Each Warrant will entitle
the holder to subscribe for one Ordinary Shares at GBP0.0039 per
Ordinary Share at any time before 15 December 2026. The Warrants
will, upon grant, be free from all claims, charges, liens,
encumbrances and equities and, subject only to the payment of the
exercise price for such Warrants, entitle the holder to subscribe
for Ordinary Shares and be registered as a holder of Ordinary
Shares. The Warrants will be unlisted but are transferable and are
transferable independently of the Placing Shares.
Application for admission to trading on AIM
Applications will be made for the Placing Shares to be admitted
to trading on the AIM market operated by the London Stock Exchange
plc ("AIM") ("Admission"). It is expected that settlement for the
Placing Shares and Admission will take place on or around 8.00 a.m.
London time on 8 December 2023 (or such other time and date as
Cavendish may agree with the Company, but no later than 22 December
2023). The Placing is conditional upon, amongst other things,
Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms. The Warrants are
transferable but will not be admitted to trading on AIM, the ASX or
any other market.
Participation in, and principal terms of, the Placing
1. Cavendish is arranging the Placing as placing agent of the
Company for the purpose of procuring Placees at the Placing Price
(as defined above) for the Placing Shares and associated Warrants
following completion of the Bookbuilding Process (as defined
below).
2. Commencing today, Cavendish will be conducting an accelerated
bookbuilding process (the "Bookbuilding Process") in the United
Kingdom to determine demand for participation in the Placing by
Placees. These Terms and Conditions give details of the terms and
conditions of, and the mechanics of participation in, the
Placing.
3. Participation in the Placing will only be available to
persons who are Relevant Persons and who may lawfully be, and are,
invited to participate by Cavendish.
4. The Placing Price of GBP0.0023 per Placing Share payable by
all Placees whose bids are successful is fixed.
5. The number of Placing Shares and associated Warrants will be
agreed between Cavendish and the Company following completion of
the Bookbuilding Process. The Company, in conjunction with
Cavendish, reserves the right to accept over-subscriptions for
Placing Shares and associated Warrants and to determine the maximum
number of Placing Shares and Warrrants that will be issued in the
Placing. However, the Company intends to rely on the Company's
existing placement capacity pursuant to ASX Listing Rule 7.1 and
7.1A to issue up to a maximum of 2,933,333,333 new ordinary shares
(equivalent to maximum aggregate gross proceeds of the UK Placing
and the Australian Placing of approximately A$9,900,000
(approximately GBP5.3 million)), such that shareholder approval
will not be required for the Placing.
6. The books will open with immediate effect. The Bookbuilding
Process is then expected to close not later than 5.00 p.m. London
time on 29 November 2023 but may be closed earlier or later as
agreed between the Company and Cavendish. A further announcement
will be released on a Regulatory Information Service as soon as
practicable following the close of the Bookbuilding Process,
detailing the final number of Placing Shares and Warrants and the
gross and net proceeds of the Placing. The Company reserves the
right (upon the agreement of Cavendish) to increase or reduce the
amount to be raised pursuant to the Placing, in its absolute
discretion.
7. A bid in the Bookbuilding Process will be made on the terms
and conditions in these Terms and Conditions and will not be
capable of variation or revocation after the close of the
Bookbuilding Process.
8. A Placee who wishes to participate in the Bookbuilding
Process should communicate its bid by telephone to the usual sales
contact at Cavendish. Each bid should either state the number of
Placing Shares and Warrants which the prospective Placee wishes to
subscribe for or a fixed monetary amount at, in either case, the
Placing Price. If successful, Cavendish will re-contact and confirm
orally to its Placees following the close of the Bookbuilding
Process the size of their respective allocations and contract notes
will be dispatched thereafter. The identity of Placees and the
basis of the allocations are at the discretion of Cavendish in
consultation with the Company. Cavendish's oral confirmation of the
size of allocations will constitute an irrevocable legally binding
agreement with the Placee concerned in favour of the Company and
Cavendish, pursuant to which each such Placee will be required to
accept the number of Placing Shares and Warrants allocated to the
Placee at the Placing Price (up to the number of Placing Shares and
Warrants indicated in its bid) and otherwise on the terms and
subject to the conditions set out herein and in accordance with the
Company's constitution. Each Placee's allocation and commitment
will be evidenced by a contract note issued to such Placee by
Cavendish. The terms of these Terms and Conditions will be deemed
incorporated in that contract note. Each such Placee will have an
immediate, separate, irrevocable and binding obligation, owed to
Cavendish, to pay it or (as it may direct) one of its affiliates in
cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares and Warrants allocated to such
Placee.
9. Cavendish reserves the right to accept bids, either in whole
or in part, on the basis of allocations determined in accordance
with the Company and to scale back the number of Placing Shares and
Warrants to be subscribed for or acquired by any Placee in the
event of an oversubscription under the Placing. Cavendish also
reserves the right not to accept offers to subscribe for or acquire
Placing Shares and Warrants or to accept such offers in part rather
than in whole. The acceptance of offers shall be at the absolute
discretion of Cavendish. Cavendish shall be entitled to effect the
Placing by such alternative method to the Bookbuilding Process as
it may determine in agreement with the Company.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares and Warrants to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
11. All obligations of Cavendish under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
12. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
13. Except as required by law or regulation, no press release or
other announcement will be made by Cavendish or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
14. To the fullest extent permissible by law, neither Cavendish,
nor the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither of
Cavendish, nor the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of Cavendish's conduct of the
Placing and the Bookbuilding Process or of such alternative method
of effecting the Placing or the Bookbuilding Process as Cavendish
and the Company may agree.
15. The Placing is not subject to any minimum fundraising and no
element of the Placing is underwritten by Cavendish or any other
person.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
Cavendish's obligations under the Placing Agreement in relation
to the Placing of the Placing Shares and Warrants are conditional
on, inter alia:
(a) admission of the Placing Shares to trading on AIM occurring
at or before 8.00 a.m. (London time) on 8 December 2023 (or such
later time and/or date as the Company and Cavendish may otherwise
agree, being no later than 22 December 2023);
(b) the performance by the Company of its obligations under the
Placing Agreement so far as those obligations fall to be performed
prior to Admission; and
(c) the Company having confirmed to Cavendish that, prior to the
delivery of such confirmation, none of the representations,
warranties and agreements of the Company contained in the Placing
Agreement was untrue, inaccurate or misleading at the date of the
Placing Agreement or will be untrue, inaccurate or misleading
immediately prior to Admission.
If: (i) any of the conditions in relation to the Placing of the
Placing Shares and Warrants contained in the Placing Agreement,
including those described above, are not fulfilled or (where
permitted) waived by Cavendish by the relevant time or date
specified (or such later time or date as the Company and Cavendish
may agree, being no later than 22 December 2023); or (ii) any of
such conditions become incapable of being fulfilled; or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares and
Warrants shall cease and terminate at such time and each Placee
agrees that no claim can be made by it in respect thereof.
Cavendish may, at its discretion and upon such terms as it
considers fit, waive compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement save that the above condition
relating to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Cavendish shall not have any liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision it may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of
Cavendish.
Right to terminate under the Placing Agreement
Cavendish is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company if,
amongst other things:
(a) any statement contained in or this Announcement has become
or has been discovered to be untrue, inaccurate or misleading in
any material respect or that there has been a material omission
therefrom;
(b) any of the warranties given by the Company in the Placing
Agreement is untrue, inaccurate or misleading;
(c) the Company materially fails to comply with any of its
obligations under the Placing Agreement;
(d) there has occurred, in Cavendish's opinion, acting in good
faith, a material adverse change in the business of the Group or in
the financial or trading position or prospects of the Group; or
(e) (i) any material adverse change in financial markets; (ii)
any incident of terrorism or outbreak or escalation of hostilities
or any declaration by the UK or the US of a national emergency or
war or any other calamity or crisis; (iii) any suspension or
termination of trading in the Ordinary Shares or AIM or the ASX
generally; or (iv) a banking moratorium in the UK or Australia;
which in the reasonable opinion of Cavendish, acting in good
faith, would or would be likely to prejudice materially the Group
or the Placing.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Cavendish of any right of termination or by Cavendish of any
other discretion under the Placing Agreement shall be within the
absolute discretion of Cavendish, and that Cavendish need not make
any reference to Placees and that Cavendish shall have no liability
to Placees whatsoever in connection with any such exercise or
failure so to exercise.
No Admission Document or Prospectus
The Placing Shares and Warrants are being offered to a limited
number of specifically invited persons only, and will not be
offered in such a way as to require an admission document or
prospectus in the United Kingdom or in any other jurisdiction. No
offering document or prospectus has been or will be submitted to be
approved by the London Stock Exchange or by the exchange operated
by the ASX, or by the FCA or by any other regulatory body in
relation to the Placing.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement released by the Company
today and subject to the further terms set out in these Terms and
Conditions and in the contract note to be provided to individual
prospective Placees. Each Placee, by accepting a participation in
the Placing, agrees that the content of this Announcement
(including this Appendix) and all other publicly available
information previously published by the Company by notification to
a Regulatory Information Service or otherwise filed by the Company
is exclusively the responsibility of the Company and confirms that
it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company or Cavendish or any other person and neither the Company,
nor Cavendish, nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. No representation or
warranty, express or implied, is or will be made by Cavendish in
relation to, and no representation or liability is or will be
accepted by Cavendish, or by any of their affiliates or agents, as
to or in relation to, the accuracy or completeness of this
Announcement or any other such information. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this
Announcement shall exclude the liability of any person for
fraudulent misrepresentation by that person.
Registration and Settlement
United Kingdom
Settlement of transactions in the Placing Shares (ISIN:
AU00000088E2) following Admission will take place within the system
administered by Euroclear UK & International Limited ("CREST")
by the issue of depository instruments. Subject to certain
exceptions, Cavendish and the Company reserve the right to require
settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they deem necessary if
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Each Placee allocated Placing Shares and Warrants in the Placing
will be sent a contract note by Cavendish stating the number of
Placing Shares and Warrants allocated to it at the Placing Price,
the aggregate amount owed by such Placee to Cavendish and
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place
with Cavendish, and to provide the details required for grant of
the Warrants in certificated form only, as these cannot be held in
CREST.
It is expected that settlement of the Placing Shares will be on
8 December 2023, in accordance with the instructions set out in the
trade confirmation.
The Warrants will be issued in certificated form only and
definitive holding statements will be issued by the Company or its
Registrars directly to Placees. Holding statements in respect of
the Warrants will be dispatched to Placees within 3 days from
allotment date.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the prevailing
Sterling Overnight Index Average as determined by Cavendish.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Cavendish may sell any or all of the Placing
Shares and Warrants allocated to that Placee on such Placee's
behalf and retain from the proceeds, for Cavendish's account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) or other similar taxes
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares and Warrants on such Placee's behalf.
If Placing Shares and/or Warrants are to be delivered to a
custodian or settlement agent, Placees should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares and/or Warrants are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares and Warrants should, subject as
provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Principal Terms of the Warrants
The Warrants have been constituted pursuant to the Warrant
Instrument. Under the terms of the Placing, Warrants will be
granted to investors in the Placing on the basis of one Warrant for
every three Placing Shares subscribed for (with fractional
entitlements rounded down to the nearest whole number of warrants).
Grant of the Warrants will be conditional inter alia upon Admission
of the Placing Shares. The principal terms and conditions of the
Warrants are as follows:
1. each Warrant will entitle the holder to subscribe for one
Ordinary Shares at a price of GBP0.0039 per Ordinary Share at any
time from the date of grant of such Warrant at any time before 15
December 2026. To the extent not exercised before such date, the
Warrants will lapse;
2. the Warrants will be unlisted and will not be admitted to
trading on any exchange or secondary market, but will be freely
transferable, subject to any restrictions under the ASX Listing
Rules or the AIM Rules for Companies. Accordingly, a Warrantholder
will not be able to sell them other than in private off-market
transactions. Such a transfer may be effected by the Warrantholder
executing a transfer form, which can be obtained from the Company,
and delivering it to the Company together with the holding
statement in respect of the Warrants being transferred. The
Registrars of the Company shall maintain a register of
Warrantholders;
3. the Warrants may only be held in certificated form and may
not be held electronically in CREST. Upon exercise of the Warrants,
the resulting Ordinary Shares will be issued to the person
exercising the Warrant in certificated form. If the holder of such
Ordinary Shares wishes to hold them electronically in CREST they
will need to apply to the Company's Registrar for their holding of
such Ordinary Shares to be dematerialised;
4. each Warrantholder will be entitled to a holding statement
evidencing their holding of such Warrants;
5. Warrants may be exercised, in minimum tranches of 1,000,000
Warrants (or, if less, all remaining Warrants held by the relevant
Warrantholder) by the Warrantholder submitting an exercise notice
to the Company together with a remittance for the aggregate
exercise price. Thereafter, the relevant Ordinary Shares will be
allotted, and a certificate in respect of such Ordinary Shares
shall be sent to the relevant Warrantholder, within 15 Business
Days. Such Ordinary Shares shall be credited as fully paid and will
rank pari passu in all respects with the Ordinary Shares then in
issue, save that they will not rank for any dividends or other
distributions declared in respect of a record date falling on or
before the date that such Ordinary Shares were allotted.
Application will be made for such Ordinary Shares to be admitted to
trading on AIM, the ASX, and/or any other stock exchange upon which
the Company's Ordinary Shares are admitted to trading;
6. the number of Warrants held by each holder, and the exercise
price of such Warrants, will be varied in such manner as the
auditors of the Company may determine, subject to compliance with
the Corporations Act, the ASX Listing Rules and the AIM Rules, in
the event of a sub-division or consolidation of the Ordinary Shares
or reduction of share capital of the Company. Warrantholders will
be notified of any such changes;
7. a Warrant does not entitle the holder to participate in the
surplus profits or assets of the Company upon a winding up of the
Company but in the event of a winding up of the Company, the
Company shall give notice to each Warrantholder who shall be
entitled to exercise their Warrants to the extent that such
Warrants have not lapsed or been exercised prior to the record date
of such offer in order that they may then participate (as a
shareholder) in the surplus profits or assets of the Company;
8. if at any time an offer or invitation is made by the Company
to the holders of the Ordinary Shares for the purchase by the
Company of any of its Ordinary Shares, the Company shall
simultaneously give notice thereof to each Warrantholder who shall
be entitled, at any time whilst such offer or invitation is open
for acceptance, to exercise its rights to subscribe for Ordinary
Shares under the Warrants so as to take effect, in so far as is
reasonably practicable, as if it had exercised its rights
immediately prior to the record date of such offer or
invitation;
9. in the event of a proposed takeover of the Company, the
Company shall give notice to each Warrantholder who shall be
entitled to exercise their Warrants to the extent that such
Warrants have not lapsed or been exercised prior to the record date
of such offer, the Company shall use reasonable endeavours to
procure that a similar offer is made to Warrantholders as if all
outstanding Warrants had been exercised immediately before the
record date for that offer, and to the extent that any Warrants
have not been exercised within one month after such offer shall
have become or been declared unconditional in all respects they
shall lapse;
10. save in the case of a modification of a purely formal, minor
or technical nature, the terms and conditions of the Warrants may
only be modified with the prior sanction of a Special Resolution of
Warrantholders, being a resolution passed at a meeting of the
Warrantholders duly convened and held and carried by a majority
consisting of not less than 75 per cent of the votes cast upon a
show of hands or, if a poll is duly demanded, by a majority
consisting of not less than 75 per cent of the votes cast on a
poll; and
11. the Warrant Instrument is governed by the law of Western
Australia.
A copy of the Warrant Instrument, which sets out the full terms
and conditions of the Warrants, will be made available to each
subscriber for Warrants in the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably:
1. represents and warrants that it has read and understood the
Announcement, in its entirety and that its acquisition of Placing
Shares and Warrants is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that no offering document or prospectus has been
or will be prepared in connection with the Placing and represents
and warrants that it has not received and will not receive a
prospectus or other offering document in connection with the
Placing or the Placing Shares and Warrants nor is any such
prospectus or offering document required under the UK Prospectus
Regulation;
3. acknowledges that neither Cavendish, nor the Company, nor any
of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, nor will provide, it with any material regarding the
Placing Shares or Warrants, the Company or its Group other than (in
the case of the Company) this Announcement; nor has it requested
Cavendish, nor the Company, any of their respective affiliates or
any person acting on behalf of any of them to provide it with any
such information;
4. acknowledges that the Company's ordinary shares are admitted
to trading on AIM and listed on the ASX and that the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the FCA,
the AIM Rules for Companies and the ASX Listings Rules, which
includes a description of the Company's business and the Company's
financial information, including balance sheets and income
statements, and that it is able to obtain or access such
information, or comparable information concerning other publicly
traded companies, in each case without undue difficulty;
5. acknowledges that the Warrants will not be admitted to
trading on any market or exchange and will be issued in
certificated form only;
6. acknowledges that neither Cavendish, nor any person acting on
behalf of Cavendish, nor any of their respective affiliates has or
shall have any liability for any publicly available or filed
information or any representation relating to the Company or its
Group, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
7. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Cavendish, nor its affiliates or any person acting on behalf of
Cavendish has or shall have any liability for any information,
representation or statement contained in, or omission from, this
Announcement, or any information previously published by or on
behalf of the Company or its Group, pursuant to applicable laws,
and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement
contained in this Announcement or otherwise. Each Placee further
represents, warrants and agrees that the only information on which
it is entitled to rely and on which such Placee has relied in
committing itself to acquire Placing Shares and Warrants is
contained in this Announcement and any information previously
published by the Company by notification to a Regulatory
Information Service, such information being all that such Placee
deems necessary or appropriate and sufficient to make an investment
decision in respect of the Placing Shares and Warrants and that it
has neither received nor relied on any other information given, or
representations, warranties or statements made, by Cavendish or the
Company, nor any of their respective affiliates and neither of
Cavendish or the Company will be liable for any Placee's decision
to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement, provided
that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person;
8. acknowledges and agrees that it may not rely, and has not
relied, on any investigation that Cavendish, any of its affiliates
or any person acting on Cavendish's behalf, may have conducted with
respect to the Placing Shares, Warrants or the Company or its
Group, and none of such persons has made any representation,
express or implied, with respect to the Company, its Group, the
Placing Shares or Warrants, or the accuracy, completeness or
adequacy of any publicly available or filed information or any
representation relating to the Company or its Group; each Placee
further acknowledges that it has conducted its own investigation of
the Company, its Group and the Placing Shares and Warrants and has
received all information it believes necessary or appropriate in
connection with its investment in the Placing Shares and
Warrants;
9. acknowledges that it has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares and Warrants;
10. acknowledges that neither Cavendish, nor its affiliates, nor
any person acting on behalf of any of them has or shall have any
liability for any information made publicly available by or in
relation to the Company or its Group or any representation,
warranty or statement relating to the Company or the Group
contained therein or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
11. represents and warrants that it is and, at the time the
Placing Shares and Warrants are acquired, will be located outside
the United States and is not a US person (as defined in Regulation
S) and is acquiring the Placing Shares and Warrants in an "offshore
transaction" in accordance with Rule 903 or Rule 904 of Regulation
S; (ii) if it is acquiring the Placing Shares and Warrants for the
account of one or more other persons, it has full power and
authority to make the representations, warranties, agreements and
acknowledgements herein on behalf of each such account; (iii) it is
not acquiring the Placing Shares and Warrants as a result of any
"directed selling efforts" as defined in Regulation S or as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the US
Securities Act); and (iv) it will not publish, distribute or
transmit these or any other documents or information related to the
Placing, by any means or media, directly or indirectly, in whole or
in part, in or into the United States;
12. acknowledges that the Placing Shares and Warrants have not
been and will not be registered under the US Securities Act or the
securities laws of any state of the United States and that the
Company has not been and will not be registered under the
Investment Company Act; and the Placing Shares and Warrants may not
be offered or sold within the United States or to, or for the
account or benefit of, US persons (as defined in Regulation S)
except in an "offshore transaction" in accordance with Regulation S
or in a transaction exempt from, or not subject to, the
registration requirements of the US Securities Act and the
Investment Company Act;
13. acknowledges that in making any decision to acquire Placing
Shares and Warrants it (i) has such knowledge and experience in
financial and business matters to be capable of evaluating the
merits and risks of subscribing for or purchasing the Placing
Shares and Warrants, (ii) has relied on its own examination, due
diligence and analysis of the Company, including the markets in
which the Company and the Group operates and the terms of the
Placing, including the merits and risks involved, (iii) has had
sufficient time to consider and conduct its own investigation with
respect to the Placing and purchase of Placing Shares and Warrants,
including the legal, regulatory, tax, business, currency and other
economic and financial considerations relevant to such an
investigation, (iv) will not look to Cavendish for all or part of
any such loss it may suffer, (v) is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of an
investment in the Placing Shares and Warrants, (vi) is able to
sustain a complete loss of an investment in the Placing Shares and
Warrants and (vii) has no need for liquidity with respect to its
investment in the Placing Shares and Warrants;
14. acknowledges that the Placing is not conditional upon the
quotation of the Placing Shares on the ASX and that the quotation
of the Placing Shares on the ASX is subject to ASX approval;
15. undertakes, unless otherwise specifically agreed with
Cavendish, that it is not and at the time the Placing Shares and
Warrants are acquired, neither it nor the beneficial owner of the
Placing Shares and Warrants will be, a resident of the United
States, Australia, South Africa, Canada or Japan or any other
jurisdiction where it would be unlawful to offer or subscribe for
the Placing Shares or Warrants, and further acknowledges that the
Placing Shares and Warrants have not been and will not be
registered under the securities legislation of the United States,
Australia, South Africa, Canada or Japan or other such
jurisdictions and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions;
16. acknowledges that the Placing Shares and Warrants have not
been and will not be registered and that a prospectus will not be
cleared in respect of any of the Placing Shares and Warrants under
the securities laws or legislation of the United States or any
state or jurisdiction thereof, Australia, South Africa, Canada or
Japan and, subject to certain exceptions, may not be offered, sold,
or delivered or transferred, directly or indirectly, in or into
those jurisdictions;
17. acknowledges that the Placing Shares and Warrants are being
subscribed for investment purposes, and not with a view to offer,
resell or distribute within the meaning of the United States
securities laws;
18. acknowledges that no representation has been made as to the
availability of any exemption under the US Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares or
Warrants;
19. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares and
Warrants will not give rise to a liability under any of sections
67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares and Warrants are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares and
Warrants into a clearance service;
20. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993, the Financial
Services and Markets Act 2000 ("FSMA") and UK MAR; (ii) in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA; and (iii) it is not a person: (a)
with whom transactions are prohibited under the Foreign Corrupt
Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury; (b)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to Cavendish such evidence, if any, as to the identity or location
or legal status of any person which Cavendish may request from it
in connection with the Placing (for the purpose of complying with
such Regulations or ascertaining the nationality of any person or
the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by Cavendish on the basis that any
failure by it to do so may result in the number of Placing Shares
and Warrants that are to be purchased by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as
Cavendish may decide in its sole discretion;
21. represents and warrants that it is acting as principal only
in respect of the Placing or, if it is acting for any other person:
(i) it is duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Company and/or Cavendish for the performance of all its obligations
as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person);
22. if a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation, represents and warrants that
the Placing Shares and Warrants purchased by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in a member state of the EEA which has implemented the EU
Prospectus Regulation other than Qualified Investors, or in
circumstances in which the prior consent of Cavendish has been
given to the offer or resale;
23. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares or Warrants to persons in
the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of the FSMA;
24. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares or Warrants to persons in
the EEA prior to Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the EEA within the meaning of the EU Prospectus
Regulation;
25. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares and Warrants in circumstances in which section
21(1) of the FSMA does not require approval of the communication by
an authorised person;
26. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares and Warrants in, from
or otherwise involving, the United Kingdom;
27. represents and warrants, if in a member state of the EEA,
unless otherwise specifically agreed with Cavendish in writing,
that it is a "qualified investor" within the meaning of Article
2(e) of the EU Prospectus Regulation;
28. represents and warrants, if in the United Kingdom, that it
is a person (i) having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or
(ii) who falls within Article 49(2)(a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc.") of the Order, or
(iii) to whom this Announcement may otherwise lawfully be
communicated;
29. represents and warrants that it is not a 'related party' of
the Company as that term is defined in section 228 of the
Australian Corporations Act and/or the ASX Listing Rules, (or, if
it is a 'related party' of the Company, that its acquisition of
Placing Shares and Warrants would not require the Company to obtain
the approval of its shareholders under section 208(1)(a) of the
Australian Corporations Act); agrees that it must comply with all
applicable provisions of the Australian Foreign Investments and
Takeovers Act, 1975 (Cth) in relation to the Placing Shares and
Warrants by no later than the settlement date for the relevant
Placing Shares and Warrants;
30. acknowledges and agrees that no action has been or will be
taken by either the Company or Cavendish or any person acting on
behalf of the Company or Cavendish that would, or is intended to,
permit a public offer of the Placing Shares and Warrants in any
country or jurisdiction where any such action for that purpose is
required;
31. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares and Warrants under
the laws of all relevant jurisdictions and that it has fully
observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which
may be required thereunder and complied with all necessary
formalities to enable it to commit to this participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, it has the necessary powers and capacity and
all necessary consents and authorities to agree to the terms set
out or referred to in these Terms and Conditions) and will honour
such obligations and that it has not taken any action or omitted to
take any action which will or may result in Cavendish, the Company
or any of their respective directors, officers, agents, employees
or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
32. undertakes that it (and any person acting on its behalf)
will make payment in respect of the Placing Shares and Warrants
allocated to it in accordance with these Terms and Conditions on
the due time and date set out herein, failing which the relevant
Placing Shares and Warrants may be placed with other acquirers or
sold as Cavendish may in its sole discretion determine and without
liability to such Placee, who will remain liable for any amount by
which the net proceeds of such sale falls short of the product of
the Placing Price and the number of Placing Shares and Warrants
allocated to it and may be required to bear any stamp duty, stamp
duty reserve tax or other similar taxes (together with any interest
or penalties) which may arise upon the sale of such Placee's
Placing Shares and/or Warrants;
33. that its allocation (if any) of Placing Shares and Warrants
will represent a maximum number of Placing Shares and Warrants
which it will be entitled, and required, to acquire, and that
Cavendish and/or the Company may call upon it to acquire a lower
number of Placing Shares and Warrants (if any), but in no event in
aggregate more than the aforementioned maximum;
34. acknowledges that none of the Company, nor Cavendish, nor
any of their respective affiliates, nor any person acting on behalf
of them, is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and that its participation in the Placing is on
the basis that it is not and will not be a client of Cavendish in
connection with its participation in the Placing and that Cavendish
have no duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right. Further, it acknowledges that any
payment by it will not be treated as client money as governed by
the FCA Handbook rules;
35. acknowledges that any money held in an account by Cavendish
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations under FSMA and that the money will
therefore not be subject to the protections conferred by the client
money rules. As a consequence, the Placee acknowledges that its
money will not be segregated from Cavendish's money in accordance
with the client money rules and will be used by each of Cavendish
in the course of its own business and the Placee will rank only as
a general creditor of Cavendish;
36. undertakes that the person whom it specifies for
registration as holder of the Placing Shares and/or Warrants will
be (i) itself or (ii) its nominee, as the case may be. Neither
Cavendish nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax or other similar taxes
resulting from a failure to observe this requirement ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to participate in the Placing and it agrees to indemnify the
Company and Cavendish on an after-tax basis in respect of any
Indemnified Taxes on the basis that the Placing Shares will be
allotted to the CREST stock account of Cavendish who will hold them
as nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
37. acknowledges that these Terms and Conditions and any
agreements entered into by it pursuant to these Terms and
Conditions set out in this Appendix, and all non-contractual or
other obligations arising out of or in connection with them, shall
be governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract (including any dispute regarding
the existence, validity or termination of such contract or relating
to any non-contractual or other obligation arising out of or in
connection with such contract), except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares
and Warrants (together with any interest chargeable thereon) may be
taken by either the Company or Cavendish in any jurisdiction in
which the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
38. agrees to indemnify on an after-tax basis and hold the
Company, Cavendish and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in these Terms and Conditions and
further agrees that the provisions of these Terms and Conditions
shall survive after completion of the Placing;
39. represents and warrants that it has neither received nor
relied on any inside information concerning the Company prior to or
in connection with accepting this invitation to participate in the
Placing and is not purchasing Placing Shares or Warrants on the
basis of material non-public information and if it has received any
confidential price sensitive information about the Company in
advance of the Placing, it has neither dealt in securities of the
Company, encouraged or required any other person to deal in
securities of the Company or disclosed any such information to any
other person prior to the information being made publicly and
generally available;
40. acknowledges that its commitment to subscribe for Placing
Shares and be granted Warrants on the terms set out herein and in
the trade confirmation or contract note will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing, and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's conduct of the Placing;
41. if it is a pension fund or investment company, its purchase
of Placing Shares and Warrants is in full compliance with
applicable laws and regulations;
42. acknowledges and agrees that it irrevocably appoints any
director of Cavendish as its agent for the purposes of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares and/or Warrants agreed to be taken up
by it under the Placing;
43. represents and warrants that it will provide Cavendish with
such relevant documents as it may reasonably request to comply with
requests or requirements that either they or the Company may
receive from regulators in relation to the Placing, subject to its
legal, regulatory and compliance requirements and restrictions;
44. agrees that the Company, Cavendish and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Cavendish on its own behalf and on
behalf of the Company and are irrevocable and irrevocably
authorises the Company and Cavendish to produce this Announcement,
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein;
45. acknowledges that the Placing Shares and Warrants will be
issued subject to the terms and conditions set out in the
Announcement and, in the case of the Warrants, the Warrant
Instrument under which they are issued;
46. acknowledges that time is of the essence as regard its
obligations in respect of its participation in the Placing under
these Terms and Conditions;
47. acknowledges that it will be bound by the terms of the constitution of the Company; and
48. acknowledges that any document that is to be sent to it in
connection with the Placing will be sent at its own risk and may be
sent to it at any address provided by it to Cavendish.
The foregoing representations, warranties and confirmations are
given to Cavendish for itself and on behalf of the Company and are
irrevocable and shall not be capable of termination in any
circumstances.
The agreement to allot and issue Placing Shares and Warrants to
Placees (and/or to persons for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax relates only
to their allotment and issue to Placees, or such persons as they
nominate as their agents, direct from the Company for the Placing
Shares and Warrants in question. Such agreement also assumes that
the Placing Shares and Warrants are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares or Warrants into a clearance
service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares or Warrants,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor Cavendish will be
responsible and the Placees shall indemnify the Company and
Cavendish on an after-tax basis for any stamp duty or stamp duty
reserve tax paid by them in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own
advice and notify Cavendish accordingly.
The Company and Cavendish are not liable to bear any transfer
taxes that arise on a sale of Placing Shares or Warrants subsequent
to their acquisition by Placees or for transfer taxes arising
otherwise than under the laws of the United Kingdom. Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises and notify Cavendish accordingly.
Furthermore, each Placee agrees to indemnify on an after-tax basis
and hold each of Cavendish and the Company and their respective
affiliates harmless from any and all interest, fines or penalties
in relation to stamp duty, stamp duty reserve tax and all other
similar duties or taxes to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that
Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the acquisition by them of any
Placing Shares or Warrants or the agreement by them to acquire any
Placing Shares or Warrants.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither the Company, nor Cavendish owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Cavendish or any of its affiliates
may, at its absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares and Warrants.
When a Placee or person acting on behalf of the Placee is
dealing with Cavendish, any money held in an account with Cavendish
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Cavendish's money in
accordance with the client money rules and will be used by
Cavendish in the course of its own business and the Placee will
rank only as a general creditor of Cavendish.
The rights and remedies of Cavendish and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
All times and dates in this Announcement may be subject to
amendment. Cavendish shall notify the Placees and any person acting
on behalf of the Placees of any changes.
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END
MSCGLBDBXSDDGXI
(END) Dow Jones Newswires
November 28, 2023 02:00 ET (07:00 GMT)
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